1 unchanged sentence
Our common stock is traded on the Global Select Market of NASDAQ under the symbol "CCNE." As of December 31, 2024, the number of shareholders of record of the Corporation’s common stock was 8,461.
−Removed: As discussed under "The Corporation’s ability to pay dividends is limited by law and regulations" included in Item 1A.
−Removed: Risk Factors in Part I, the amount and timing of dividends is subject to the discretion of the Board of Directors and depends upon business conditions and regulatory requirements.
−Removed: The Board of Directors has the discretion to change the dividend at any time for any reason.
−Removed: The Board of Directors presently intends to continue the policy of paying quarterly cash dividends.
−Removed: The amount of any future dividends will depend on economic and market conditions, the Corporation's financial condition and operating results and other factors, including applicable government regulations and policies.
Issuer Purchases of Equity Securities
8 unchanged sentences
December 1 – 31, 2024 — — — 500,000
−Removed: (1) On May 17, 2022, the Corporation's Board of Directors authorized a common stock repurchase plan (the "Repurchase Plan") pursuant to which the Corporation is authorized to repurchase up to 500,000 shares of common stock, provided that the aggregate purchase price of shares of common stock repurchased does not exceed $15 million.
−Removed: The repurchases of common stock, if any, were originally authorized to be made during the period beginning on June 2, 2022 (the date on which the Corporation received acknowledgement of the repurchase program from the Federal Reserve Bank) through and including May 17, 2023.
−Removed: On May 9, 2023, the Corporation's Board of Directors amended the Repurchase Plan to extend its duration to May 17, 2024.
−Removed: Common stock repurchases under the Repurchase Plan may be conducted through open market purchases or, privately negotiated transactions.
+Added: Total — $ — — 500,000
+Added: (1) On June 12, 2024, the Corporation received acknowledgement from the Federal Reserve of the Corporation’s 2024 Common Share Repurchase Program (the "2024 Plan").
+Added: The Corporation’s Board of Directors previously approved the 2024 Plan, subject to the Federal Reserve Bank's response, authorizing the repurchase from time to time by the Corporation of up to 500,000 shares of the Corporation’s common stock, provided that the aggregate purchase price of shares of common stock repurchased does not exceed $15,000,000.
+Added: Pursuant to the 2024 Plan, repurchase of common stock, if any, are authorized to be made during the period beginning on June 12, 2024 (the date on which the Corporation received acknowledgement from the Federal Reserve Bank) through and including May 14, 2025, through open market purchases, privately negotiated transactions or in such other manner as will comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, subject to compliance with any material agreement to which the Corporation is a party.
Depending on market conditions and other factors, these repurchases may be commenced or suspended without prior notice.
−Removed: As of December 31, 2023, there were 173,541 shares remaining for repurchase under the program.
+Added: As of December 31, 2024, there were 500,000 shares remaining for repurchase under the 2024 Plan.
Additionally, during the quarter ended December 31, 2024, certain employees surrendered shares of common stock owned by them to satisfy their statutory minimum U.S.
federal and state tax obligations associated with the vesting of shares of restricted common stock issued under the CNB Financial Corporation 2019 Omnibus Incentive Plan.
+Added: Dividends Restrictions
+Added: The Corporation is a legal entity separate and distinct from the Bank.
+Added: Declaration and payment of cash dividends by the Corporation depends upon cash dividend payments to the Corporation by the Bank, which is our primary source of revenue and cash flow.
+Added: As a Pennsylvania state-chartered bank, the Bank is subject to regulatory restrictions on the payment and amounts of dividends under the Pennsylvania Banking Code.
+Added: Further, the ability of banking subsidiaries to pay dividends is also subject to their profitability, financial condition, capital expenditures and other cash flow requirements.
+Added: The payment of dividends by the Bank and the Corporation may also be affected by other factors, such as the requirement to maintain adequate capital above regulatory requirements.
+Added: The federal banking agencies have indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe and unsound banking practice.
+Added: A depository institution may not pay any dividend if payment would cause it to become undercapitalized or if it already is undercapitalized.
+Added: Moreover, the federal banking agencies have issued policy statements that provide that bank holding companies and insured banks should generally only pay dividends out of current operating earnings.
+Added: Federal banking regulators have the authority to prohibit banks and bank holding companies from paying a dividend if the regulators deem such payment to be an unsafe or unsound practice.
+Added: The amount and timing of dividends is subject to the discretion of the Board of Directors and depends upon business conditions and regulatory requirements.
+Added: The Board of Directors has the discretion to change the dividend at any time for any reason.
+Added: The Board of Directors presently intends to continue the policy of paying quarterly cash dividends.
+Added: The amount of any future dividends will depend on economic and market conditions, the Corporation's financial condition and operating results and other factors, including applicable government regulations and policies.
Share Return Performance
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.